End User License Agreement

1. Definitions

“Free Version” means the Software made available at no cost, with the feature set designated as such by Licensor.

“Pro Version” means the Software with additional features unlocked by a paid Pro License Key.

“License Key” means the alphanumeric key delivered by email that activates the Software and, where applicable, unlocks Pro Version features.

2. License Grant — Free Version

Subject to the terms of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, revocable, royalty-free license to install and use the Free Version on up to three (3) devices owned or controlled by Licensee, for Licensee's internal use, including commercial use.

3. License Grant — Pro Version

Upon purchase and activation of a valid Pro License Key, Licensor grants Licensee a non-exclusive, non-transferable, revocable license to use the Pro Version features on up to three (3) devices owned or controlled by Licensee, for Licensee's internal use. The Pro Version license is perpetual for the version of the Software purchased, subject to the terms of this Agreement. Future major versions may require a separate purchase.

4. Activation and Verification

The Software requires activation using a License Key delivered to the email address provided by Licensee. The Software periodically verifies the validity of the License Key over the internet. The data transmitted during this verification is limited to: the License Key, a non-personally-identifying device identifier, and the software version. No file content, file metadata, or usage telemetry is transmitted to Licensor.

5. Restrictions

The following restrictions apply to both the Free Version and the Pro Version. Licensee shall not:

1. copy, modify, or create derivative works of the Software, except as permitted by mandatory applicable law;
2. reverse engineer, decompile, or disassemble the Software, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
3. sell, rent, lease, sublicense, distribute, or transfer the Software or any License Key to any third party;
4. remove or alter any copyright, trademark, or proprietary notices;
5. use the Software for the development of a competing product;
6. circumvent or attempt to circumvent the activation mechanism, the License Key validation, or any feature gating between the Free and Pro Versions;
7. share, publish, or otherwise disclose a Pro License Key.

6. Intellectual Property

The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights. No rights are granted other than those expressly stated in this Agreement.

7. Third-Party Components

The Software incorporates third-party open-source components. The list of these components and their respective license terms is available at embdx.com/KMatrixStudio/ThirdPartyNotice.

8. Data Protection

Licensor processes Licensee's email address solely for License Key delivery, license verification, and customer support, and for invoicing in the case of Pro Version purchases. No file processed by the Software (including but not limited to DBC, ARXML, LDF, and FIBEX files) is transmitted to Licensor or any third party. See the Privacy Policy at embdx.com for details.

9. Updates

Licensor may, at its sole discretion, provide updates to the Software. Updates to the Free Version are governed by this Agreement. Updates to the Pro Version within the same major version are included with the Pro License. Major version upgrades may require a separate purchase.

10. Pro Version Payment and Refunds

Pro License Keys are sold on a one-time payment basis. Unless required by mandatory applicable law (including the European Union Consumer Rights Directive 2011/83/EU for consumers), payments are non-refundable once the Pro License Key has been delivered and activated. Consumers in the European Union may exercise their right of withdrawal within fourteen (14) days of purchase, provided the Pro Version features have not been substantially used.

11. Warranty Disclaimer

The software is provided “as is” and “as available” without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.

The software is designed for engineering analysis, inspection, and development workflows. It is not designed, intended, or authorized for use in any application where failure of the software could lead to personal injury, death, environmental damage, or property damage, including without limitation in-vehicle production software, medical devices, nuclear facilities, air traffic control, or life-support systems. Licensee assumes all risk and responsibility for any use of the software in such applications.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Licensor shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, use, goodwill, or other intangible losses, resulting from or related to the use or inability to use the Software, whether in the Free Version or the Pro Version.

Licensor's total aggregate liability under this Agreement shall not exceed the amount actually paid by Licensee to Licensor for the Software in the twelve (12) months preceding the event giving rise to the claim. For users of the Free Version, this amount is zero.

Nothing in this Agreement shall exclude or limit Licensor's liability for (i) gross negligence or willful misconduct, (ii) fraud, (iii) death or personal injury caused by Licensor's negligence, or (iv) any other liability that cannot be excluded or limited under applicable law.

13. Term and Termination

This Agreement is effective until terminated. Licensor may terminate this Agreement immediately if Licensee breaches any term, in particular sections 5 (Restrictions) and 4 (Activation). Upon termination, Licensee must cease all use of the Software and destroy all copies. Termination of a Pro License for breach does not entitle Licensee to a refund.

14. Export Compliance

Licensee shall comply with all applicable export and re-export control laws and regulations, including those of the European Union, France, and the United States.

15. Governing Law and Jurisdiction

This Agreement is governed by the laws of France, without regard to its conflict of law principles. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of France. This clause does not deprive consumers of the protection of mandatory provisions of the law of their country of habitual residence.

16. Changes to this Agreement

Licensor may modify this Agreement for future versions of the Software. The version of this Agreement accepted by Licensee at the time of activation continues to govern Licensee's use of that version of the Software. Continued use after a major version upgrade constitutes acceptance of the updated Agreement.

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous agreements, written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.